REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2022 • PROTONIQ Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among PROTONIQ Acquisition Corp, a Cayman Islands exempted company with registration number 388159 (the “Company”), PROTONIQ LLC, a Cayman Islands limited liability company with registration number 5314 (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PROTONIQ ACQUISITION CORPSecurities Subscription Agreement • July 27th, 2022 • PROTONIQ Acquisition Corp • Blank checks
This agreement (the “Agreement”) is entered into on April 5, 2022, by and between PROTONIQ LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and PROTONIQ Acquisition Corp, a Cayman Islands corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 2022 • PROTONIQ Acquisition Corp • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2022, between PROTONIQ Acquisition Corp, a Cayman Islands exempted company (the “Company”), and _____________________________ (“Indemnitee”).
WARRANT AGREEMENT between PROTONIQ ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 20th, 2022 • PROTONIQ Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July [ ], 2022, is by and between PROTONIQ Acquisition Corp, a Cayman Islands exempted company with registration number 388159 (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 20th, 2022 • PROTONIQ Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October [●], 2022 by and between PROTONIQ Acquisition Corp, a Cayman Islands exempted company with registration number 388159 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PROTONIQ Acquisition Corp One World Trade Center, Suite 8500, New York, New York 10007 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 20th, 2022 • PROTONIQ Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between PROTONIQ Acquisition Corp, a Cayman Islands exempted company with registration number 388159 (the “Company”) and JonesTrading Institutional Services LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one-half of one redeemable warrant and one right. Each redeemable warrant (each, a “Warrant”) entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $11.50 per share, subject to adjustment. Each righ
PROTONIQ ACQUISITION CORP 10,000,000 Units Underwriting AgreementUnderwriting Agreement • October 20th, 2022 • PROTONIQ Acquisition Corp • Blank checks • New York
PROTONIQ Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 10,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 1,500,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
RIGHTS AGREEMENTRights Agreement • October 20th, 2022 • PROTONIQ Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2022 between PROTONIQ Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
PROTONIQ ACQUISITION CORPAdministrative Support Agreement • October 20th, 2022 • PROTONIQ Acquisition Corp • Blank checks • New York
